Seagate 2010 Annual Report Download - page 220

“Confidential Information” means any data or information concerning a party to this Agreement (including Trade Secrets), without
regard to form, regarding (for example and including) (a) business process models; (b) proprietary Software; (c) research, development,
products, services, marketing, selling, business plans, budgets, unpublished financial statements, licenses, prices, costs, Contracts, suppliers,
customers, and customer lists; (d) the identity, skills and compensation of employees, contractors, and consultants; (e) specialized training; and
(f) discoveries, developments, Trade Secrets, processes, formulas, data, lists, and all other works of authorship, mask works, ideas, concepts,
know-how, designs, and techniques, whether or not any of the foregoing is or are patentable, copyrightable, or registerable under any applicable
Intellectual Property Laws or industrial property Laws. Notwithstanding the foregoing, no data or information constitutes “Confidential
Information” if such data or information is publicly known and in the public domain through means that do not involve a breach by any party of
any covenant or obligation set forth in this Agreement. Residuals shall not be considered Confidential Information. “ Residuals ” means
information of a general nature that would otherwise be Confidential Information that is retained in the unaided memory of a Person who has had
access to Confidential Information.
“Consent” has the meaning ascribed to it in Section 3.5.
“Contract” means any written, oral or other agreement, contract, subcontract, lease, understanding, instrument, note, warranty, license,
sublicense, insurance policy, benefit plan or legally binding commitment or undertaking of any nature, whether express or implied.
“Copyable Technology” means Technology that can be copied or replicated without incurring material cost in any form, including for
example, Software and documents.
“Copyrights” means mask works, rights of publicity and privacy, and copyrights in works of authorship of any type, registrations and
applications for registration thereof throughout the world, all rights therein provided by international treaties and conventions, all moral and
common-law rights thereto, and all other rights associated therewith.
“Custom Component” means a specific component of a Business Product (a) being manufactured and sold as of the Closing (i) where
each and every element of the design, and the design as a whole, of such component was created exclusively by the Storage Systems Division of
Seller or by a third party (alone or with the Storage Systems Division of the Seller) exclusively for the Storage Systems Division of the Seller, in
each case exclusively for use in a Business Product, and (ii) that has been manufactured exclusively by the Storage Systems Division of the
Seller or by a third party (alone or with the Storage Systems Division of the Seller) exclusively for the Storage Systems Division of Seller, in
each case exclusively for use in a Business Product or (b) otherwise set forth on the Seller Disclosure Schedules.
“Customer” means a customer of the Seller or the Seller Subsidiaries that paid the Seller and the Seller Subsidiaries more than
US$100,000 in the aggregate during the twelve (12)-month period ended December 31, 2010 or a customer that is expected to pay the Seller and
the Seller Subsidiaries more than US$100,000 in the aggregate during the twelve (12)-month period ended December 31, 2010, in each case for
services or products related exclusively to the Business.
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